When Vagueness Meets Imprecision

Here’s my attempt at articulating, for the first time, the interplay of vagueness and imprecision. Excuse the lack of hyperlinks to analysis of the different terms I mention.

Vagueness is a function of uncertain borders. It’s nice to be precise, but in some contexts you have to resort to vagueness by using, for example, the term reasonable efforts.

But the uncertainty inherent in vagueness can be aggravated by other issues. For one thing, some terms can be both vague and ambiguous, notably best efforts and material.

There’s also the matter of precision. Some vague terms are so broad as to be effectively unusable, for example moral turpitude and substantial.

At the other extreme, some drafters put their faith in subtle gradations that the terminology cannot support. One example is the ostensible distinction between recklessness and wanton misconduct. Another is the ostensible distinction between reasonable endeavours (the UK equivalent of reasonable efforts) and all reasonable endeavours offered by an English court.

But in the appropriate context, it’s possible to subdivide coherently a spectrum of vaguess. See the definitions of Significant and Material offering in MSCD.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.